As of October 12, 2005 Mr. Richard Abbe Iroquois Master Fund Ltd.
Exhibit
10.1(a)
As
of
October 12, 2005
Xx.
Xxxxxxx Xxxx
Iroquois
Master Fund Ltd.
000
Xxxxxxxxx Xxxxxx
00xx
Xxxxx
Xxx
Xxxx,
XX 00000
Re:
Securities
Purchase Agreement dated August 16, 2005
Dear
Xx.
Xxxx:
As
you
discussed with Xxxx Masiz (and as supplemented by a conversation between Xxxx
Xxxxxxxxx and me on October 25, 2005), and pursuant to the Purchase Agreement,
there are two upcoming obligations with which Vaso Active needs to comply.
The
first is the requirement under Section 4.5(a) of the Purchase Agreement that
Vaso Active have available sufficient authorized Class A Common Stock to cover
Iroquois’ investment (and that of the co-investors). To satisfy this
requirement, the sole shareholder of our Class B Common Stock, BioChemics,
Inc.,
has agreed not to exercise its right to convert its shares into shares of our
Class A Common Stock until the effectiveness of the amendment to our Certificate
of Incorporation increasing the number of authorized shares of Class A Common
Stock. (A copy of BioChemics’ agreement is attached to this letter.) This action
on the part of BioChemics frees up 4.5 million shares of Class A Common Stock
which is more than sufficient to result in the satisfaction of this Purchase
Agreement obligation. Accordingly, as Xxxx discussed with you, we need not
take
any further action to satisfy Section 4.5(a) of the Purchase
Agreement.
The
second impending requirement of the Purchase Agreement is that Vaso Active
file
a resale registration statement covering the underlying Class A shares by
October 15, 2005. As Xxxx discussed, by coordinating the filing of the resale
registration statement of the Class A shares associated with the Purchase
Agreement with the upcoming stockholders meeting to approve an increase in
the
number of authorized Class A shares, Vaso Active would save substantial
accounting and legal fees. However, this would require that Vaso Active not
comply with Section 6.1(a) of the Purchase Agreement and, as such, would incur
an initial penalty of about $50,000. I am requesting your agreement to waive
the
October 15, 2005 deadline to permit Vaso Active to file the registration
statement not later than December 15, 2005. As compensation for this allowance,
Vaso Active would like to offer Iroquois and the other co-investors a total
of
100,000 warrants for Class A Common Stock at $1.00 strike. If this is
acceptable, please acknowledge below. If you have any questions, don’t hesitate
to call either Xxxx or myself to discuss this further.
Xxxxxxx,
thank you for your consideration in this matter. I look forward to a long term
relationship and to working with you in the future.
Sincerely,
/s/
Xxxxxx Xxxxxxxxxx
Xxxxxx
Xxxxxxxxxx
President
Agreed
and accepted as requested as of the date first above written.
Iroquois
Master Fund, Ltd.
By:
/s/ Xxxxxxx Xxxx
Name:
Xxxxxxx Xxxx
Title:
General Partner
Omicron
Master Trust
By:
/s/ Xxxxx Xxxxxxxxx
Name:
Xxxxx Xxxxxxxxx
Title:
Managing Partner
RAQ,
LLC
By:
/s/
Xxxxxxx X. Xxxxxxxxx
Name:
Xxxxxxx X. Xxxxxxxxx
Title:
Managing Member
